** **

 

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

** **

**FORM 40-F**

** **

**[Check one]**

 
| ** ** | ** ̈** | **REGISTRATION STATEMENT  PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934** |
|------------|------------|------------------------------------------------------------------------------------------------|

 

**OR**

 
| ** ** | **x** | **ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934** |
|------------|-------|-------------------------------------------------------------------------------------------------------------|

 
| **For the fiscal year ended ****December 31, 2009** | **Commission File Number ****333-06184** |
|---------------------------------------------------------------|-----------------------------------------------|

 

**ARC ENERGY TRUST**

(Exact name of Registrant as specified in its charter)

 

**N/A**

(Translation of Registrant’s name into English (ifapplicable))

 

**ALBERTA**

(Province or other jurisdiction of incorporation ororganization)

 

**1311**

(Primary Standard Industrial Classification CodeNumber (if applicable))

 

**NOT****APPLICABLE**

(I.R.S. Employer Identification Number (ifapplicable))

 

**2100, 440 2****nd**** Avenue S.W., Calgary, Alberta, Canada T2P 5E9(403) 503-8600**

(Address and telephone number of Registrant’sprincipal executive offices)

 

**Corporation Service Company, 2711Centerville Road, Suite 400, Wilmington, Delaware 19805 (302) 636-5401**

(Name, address (including zip code) and telephonenumber (including area code)of agent for service in the United States)

 

Securities registered or to be registered pursuant to Section 12(b) ofthe Act.

 

| **Title of  each class** | ** ** | **Name of  each exchange on which registered** |
|--------------------------|------------|------------------------------------------------|
| **N/A**                  | ** ** | **N/A**                                        |

 

Securities registered or to be registered pursuant to Section 12(g) ofthe Act.

 

**TRUST UNITS**

(Title of Class)

 

 

(Title of Class)

 

Securities for which there is a reporting obligationpursuant to Section 15(d) of the Act.

** **

**N/A**

(Title of Class)

 

For annual reports, indicate bycheck mark the information filed with this Form:

 

x     Annualinformation form             x     Auditedannual financial statements

 

Indicate the number ofoutstanding shares of each of the issuer’s classes of capital or common stockas of the close of the period covered by the annual report.

 

236,615,631 Trust Unitsas at December 31, 2009

 

Indicate by check mark whetherthe Registrant by filing the information contained in this Form is alsothereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) underthe Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked,indicate the file number assigned to the Registrant in connection with suchRule.

 

 ̈ Yes   82-                  No  x

 

Indicate by check mark whetherthe Registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Exchange Act during the preceding 12 months (or for suchshorter period that the Registrant was required to file such reports) and (2) hasbeen subject to such filing requirements for the past 90 days.

 

x  Yes          o  No

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the Registrantwas required to submit and post such files).

 

o  Yes          o  No

 

 

 

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** **

**Principal Documents**

** **

The following documents have been filed as part ofthis Annual Report on Form 40-F:

 

**A.            AnnualInformation Form**

** **

For our Annual Information Form for the fiscalyear ended December 31, 2009, see Exhibit 99.1 of this Annual Reporton Form 40-F.

 

**B.            AuditedAnnual Financial Statements**

** **

For our ConsolidatedFinancial Statements for the fiscal year ended December 31, 2009,including the report of Independent Registered Chartered Accountants withrespect thereto, see Exhibit 99.2 of this Annual Report on Form 40-F.  For a reconciliation of important differencesbetween Canadian and United States generally accepted accounting principles,see Note 24 of the Notes to the Consolidated Financial Statements.

 

**C.            Management’sDiscussion and Analysis**

** **

For Management’s Discussion and Analysis for thefiscal year ended December 31, 2009, see Exhibit 99.3 of this AnnualReport on Form 40-F.

 

**Disclosure RegardingControls and Procedures.**

** **

(a)                                  Certifications.  See Exhibits 99.4 and 99.5 to this AnnualReport on Form 40-F.

 

(b)                                 DisclosureControls and Procedures.  As of theend of the registrant’s fiscal year ended December 31, 2009, an evaluationof the effectiveness of the registrant’s “disclosure controls and procedures”(as such term is defined in Rules 13a-15(e) and 15d-15(e) of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”)) was carriedout by the registrant’s management with the participation of the principalexecutive officer and principal financial officer. Based upon that evaluation,the registrant’s principal executive officer and principal financial officerhave concluded that as of the end of that fiscal year, the registrant’sdisclosure controls and procedures are effective to ensure that informationrequired to be disclosed by the registrant in reports that it files or submitsunder the Exchange Act is (i) recorded, processed, summarized and reportedwithin the time periods specified in Securities and Exchange Commission rules andforms and (ii) accumulated and communicated to the registrant’smanagement, including its principal executive officer and principal financialofficer, to allow timely decisions regarding required disclosure.

 

It should be noted that while the registrant’sprincipal executive officer and principal financial officer believe that theregistrant’s disclosure controls and procedures provide a reasonable level ofassurance that they are effective, they do not expect that the registrant’sdisclosure controls and procedures or internal control over financial reportingwill prevent all errors and fraud. A control system, no matter how wellconceived or operated, can provide only reasonable, not absolute, assurancethat the objectives of the control system are met.

 

(c)                                  Management’sAnnual Report on Internal Control Over Financial Reporting.  The required disclosure is included in the “ManagementReport” that accompanies the registrant’s Consolidated Financial Statements forthe fiscal year ended December 31, 2009, filed as Exhibit 99.2 ofthis Annual Report on Form 40-F.

 

(d)                                 AttestationReport of the Registered Public Accounting Firm.  The required disclosure is included in the “Reportof Independent Registered Chartered Accountants” that accompanies theregistrant’s Consolidated Financial Statements for the fiscal year ended December 31,2009, filed as Exhibit 99.2 of this Annual Report on Form 40-F.

 

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(e)                                  Changesin Internal Control Over Financial Reporting.  During the fiscal year ended December 31,2009, there were no changes in the registrant’s internal control over financialreporting that have materially affected, or are reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting.

 

**Notices Pursuant toRegulation BTR**

** **

None.

 

**Audit CommitteeFinancial Expert**

** **

The Board of Directors (the “Board”) of ARC ResourcesLtd. has determined that Mr. Fred Dyment and Ms. Kathleen O’Neill areaudit committee financial experts (as defined in paragraph 8(b) ofGeneral Instruction B to Form 40-F) currently serving on ARC ResourcesLtd.’s audit committee.  Mr. Dymentand Ms. O’Neill are independent members of the Board under the New YorkStock Exchange Rule 303A(00) (Corporate Governance Standards).

 

**Code of Ethics**

** **

The Registrant has adopted a code of ethics (as thatterm is defined in Form 40-F) that applies to its Chief Executive Officer,Chief Financial Officer and Senior Vice-President, Capital Markets, itsdirectors and all other employees of the Registrant.  The code of ethics has been posted on theRegistrant’s website at www.arcresources.com. Since the adoption of the code of ethics in 2004, there have not beenany amendments to the code of ethics (except for administrative amendments toco-ordinate the code of ethics with the Registrant’s whistleblower policy), orwaivers, including implicit waivers, from any provision of the code ofethics.  The Registrant will post on itswebsite any amendment to, or waiver of, a provision of its code of ethics whichrequires disclosure within five business days following the date of any suchamendment or waiver.

 

**Principal AccountantFees and Services**

** **

The required disclosure is included under the heading “AuditCommittee Disclosures — Principal Accountant Fees and Services” in theRegistrant’s Annual Information Form for the fiscal year ended December 31,2009, filed as Exhibit 99.1of this Annual Report on Form 40-F.

 

**Off-Balance SheetArrangements**

** **

The Registrant has no off-balance sheet arrangementsthat have or are reasonably likely to have a current or future effect on theRegistrant’s financial condition, changes in financial condition, revenues orexpenses, results of operations, liquidity, capital expenditures or capitalresources that is material to investors. For a discussion of the Registrant’s other off-balance sheet arrangements,see page 19 of the Registrant’s Management’s Discussion and Analysis forthe fiscal year ended December 31, 2009, which is filed as Exhibit 99.3to this Annual Report on Form 40-F.

 

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Following is a summary of the Trust’s contractualobligations and commitments as at December 31, 2009:

 
| ** **                                  | ** ** | **Payments Due by Period** | ** ** |
|---------------------------------------------|------------|----------------------------|------------|
| **(Cdn $ millions)**                   | ** ** | **Less than  1 year**      | ** ** | **1-3 years** | ** ** | **3-5 years** | ** ** | **More than 5  years** | ** ** | **Total** | ** ** |
| Debt repayments (1)                         |       | 34.8                       |       | 571.7 |   | 107.4 |   | 132.2 |   | 846.1 |   |
| Interest payments (2)                       |       | 20.1                       |       | 35.5 |   | 24.2 |   | 20.8 |   | 100.6 |   |
| Reclamation fund contributions (3)          |       | 4.9                        |       | 8.9 |   | 7.7 |   | 64.2 |   | 85.7 |   |
| Purchase commitments                        |       | 41.2                       |       | 37.1 |   | 15.9 |   | 14.9 |   | 109.1 |   |
| Transportation commitments (4)              |       | 4.8                        |       | 26.6 |   | 24.2 |   | 7.1 |   | 62.7 |   |
| Operating leases                            |       | 4.0                        |       | 13.0 |   | 14.9 |   | 74.4 |   | 106.3 |   |
| Risk management contract premiums (5)       |       | 1.6                        |       | — |   | — |   | — |   | 1.6 |   |
| Accrued long term incentive compensation(6) |       | 28.4                       |       | 36.0 |   | — |   | — |   | 64.4 |   |
| Total contractual obligations               |       | 139.8                      |       | 728.8 |   | 194.3 |   | 313.6 |   | 1376.5 |   |

 

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(1)                      Long-term andshort-term debt, excluding interest.

(2)                      Fixed interestpayments on senior secured notes.

(3)                      Contributioncommitments to a restricted reclamation fund associated with the Redwaterproperty.

(4)                      Fixed paymentsfor transporting production from the Dawson gas plant, expected to beoperational in May 2010.

(5)                       Fixed premiums to be paid in future periods oncertain commodity risk management contracts.

(6)                      Liabilitiesunder the Whole Trust Unit Incentive Plan represent the total amount expectedto be paid out on vesting.

 

**Identification of AuditCommittee**

** **

ARC Resources Ltd.has a separately designated standing audit committee established in accordancewith section 3(a)(58(A)) of the Exchange Act.  The members of the Audit Committee are FredJ. Dyment (Chairman), Walter DeBoni, James C. Houck and Kathleen M. O’Neill.

 

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** **

**UNDERTAKINGAND CONSENT TO SERVICE OF PROCESS**

** **

**A.            Undertaking**

** **

The Registrant undertakes tomake available, in person or by telephone, representatives to respond toinquiries made by the Commission staff, and to furnish promptly, when requestedto do so by the Commission staff, information relating to: the securitiesregistered pursuant to Form 40-F; the securities in relation to which theobligation to file an annual report on Form 40-F arises; or transactionsin said securities.

 

**B.            Consent to Service of Process**

** **

A Form F-X signed by the Registrant and its agentfor service of process was previously filedwith the Commission in connection with the Trust Units.

 

Any change to the name and address of the agent forservice of process of the Registrant shall be communicated promptly to theSecurities and Exchange Commission by an amendment to the Form F-Xreferencing the file number of the relevant registration statement.

 

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** **

**SIGNATURES**

** **

Pursuant to therequirements of the Exchange Act, the Registrant certifies that it meets all ofthe requirements for filing on Form 40-F and has duly caused this annualreport to be signed on its behalf by the undersigned, thereto duly authorized.

 
| ** ** | **ARC ENERGY TRUST**(the Registrant) |
|------------|--------------------------------------|
| ** ** | ** **                           |   |
| ** ** | ** **                           |   |
|       | By:                                  | signed  *“John P. Dielwart”* |
|       |                                 | John  P. Dielwart   Chief Executive Officer |
|       |                                 |   |
|       | Date:  March 26, 2010           |

 

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**Index to Exhibits**

 
| **Exhibit Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                            |
|-------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **              | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                 |
| 99.1                    |       | Annual Information  Form for the fiscal year ended December 31, 2009.                                                                                                                                                                                                                                                                                            |
|                    |       |                                                                                                                                                                                                                                                                                                                                                                       |
| 99.2                    |       | Consolidated  Financial Statements for the fiscal year ended December 31, 2009 (note  24 to the Consolidated Financial Statements relates to the United States  Generally Accepted Accounting Principles (U.S. GAAP)) (incorporated by  reference to Exhibit 99.1 of Form 6-K filed with the Securities and  Exchange Commission on February 17, 2010) |
|                    |       |                                                                                                                                                                                                                                                                                                                                                                       |
| 99.3                    |       | Management’s Discussion  and Analysis for the fiscal year ended December 31, 2009 (incorporated by reference to Exhibit 99.2  of Form 6-K filed with the Securities and Exchange Commission on  February 17, 2010).                                                                                                                               |
|                    |       |                                                                                                                                                                                                                                                                                                                                                                       |
| 99.4                    |       | Certification of Chief  Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the  Securities Exchange Act of 1934.                                                                                                                                                                                                                                          |
|                    |       |                                                                                                                                                                                                                                                                                                                                                                       |
| 99.5                    |       | Certification of Chief  Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the  Securities Exchange Act of 1934.                                                                                                                                                                                                                                          |
|                    |       |                                                                                                                                                                                                                                                                                                                                                                       |
| 99.6                    |       | Certifications of Chief  Executive Officer pursuant to Rule 13(a)-14(b) and  Section 1350 of Chapter 63 of Title 18 of the United States Code (18  U.S.C. 1350).                                                                                                                                                                                            |
|                    |       |                                                                                                                                                                                                                                                                                                                                                                       |
| 99.7                    |       | Certifications of Chief  Financial Officer pursuant to Rule 13(a)-14(b) and  Section 1350 of Chapter 63 of Title 18 of the United States Code (18  U.S.C. 1350).                                                                                                                                                                                            |
|                    |       |                                                                                                                                                                                                                                                                                                                                                                       |
| 99.8                    |       | Consent of  Deloitte & Touche LLP, Independent Registered Chartered Accountants.                                                                                                                                                                                                                                                                                  |
|                    |       |                                                                                                                                                                                                                                                                                                                                                                       |
| 99.9                    |       | Consent of GLJ  Petroleum Consultants Ltd. to the inclusion of the Report dated  February 22, 2010 evaluating the reserves of ARC Resources Ltd.                                                                                                                                                                                                                      |

 

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